Exhibit 10(b)
                                 PROMISSORY NOTE


$4,165,061.72                                              Stamford, Connecticut
                                                                   July 24, 2002

FOR VALUE RECEIVED, the undersigned Joel San Antonio with an address at 56 North
Stanwich Road, Greenwich, Connecticut 06831 (the "Maker") hereby irrevocably and
unconditionally promises to pay to the order of Warrantech Corporation (the
"Holder") located at 300 Atlantic Street, Stamford, Connecticut 06901, the
principal amount of Four Million One Hundred Sixty-Five Thousand Sixty-One
Dollars and Seventy-Two Cents ($4,165,061.72), together with interest on the
unpaid principal balance outstanding hereunder at the rate of four and
six-tenths percent (4.6%) per annum, calculated on the basis of a 360-day year
and actual days elapsed.

Only interest shall be payable hereunder until February 1, 2007 at which time
repayment of the entire principal amount of Four Million One Hundred Sixty-Five
Thousand Sixty-One Dollars and Seventy-Two Cents ($4,165,061.72) shall be due
and payable. Accrued interest shall be payable annually in arrears on February
1, 2003, February 1, 2004, February 1, 2005, February 1, 2006 and February 1,
2007, at which time the entire principal amount is also due. Interest shall
accrue from day to day and shall be calculated on the actual number of days
lapsed. Notwithstanding the foregoing, as further compensation to Maker for
services rendered to Holder, during the term of this Note, the annual interest
shall be waived for each year, or part thereof, in which Maker remains employed
with the Holder, and the interest on the Promissory Note shall be waived in its
entirety in the event that (a) Mr. San Antonio's employment is terminated by the
Holder for reasons other than Good Cause, as that term is defined in the
employment agreement between the Maker and the Holder which is in effect at the
time of such termination or (b) Maker resigns from his employment with the
Holder on grounds permitted under the Employment Agreement.

This Note (i) further modifies and replaces the promissory note effective as of
March 15, 2001 in the amount of Four Million One Hundred Sixty-Five Thousand
Sixty-One Dollars and Seventy-Two Cents ($4,165,061.72) made by the Maker and
payable to the order of the Holder and (ii) is the Promissory Note referred to
in the Pledge Agreement, made as of March 15, 2001 between the Maker, as
pledgor, and the Holder, as the secured party (the "Pledge Agreement").

This Note is secured by One Million Two Hundred Four Thousand Eighty (1,204,080)
shares of common stock of Holder issued to Maker, represented by stock
certificate numbers W15813 and W15824 as evidenced by the Pledge Agreement.

In the event (i) the Maker fails to make any payment hereunder within ten (10)
days of the date such payment is due; or (ii) the Maker is unable or admits in
writing an inability to pay its debts generally as they become due, or files or
has filed against it a petition in bankruptcy or for an arrangement or a
reorganization, or makes a general assignment for the benefit of creditors, or
has a receiver or trustee appointed for it; or (iii) there is an "Event of
Default" (as defined in the Pledge Agreement) by the Maker under the Pledge
Agreement; or (iv) if the Pledge Agreement at any time or for any reason ceases
to create a valid and perfected security interest and pledge or ceases to be in
full force or is declared void; or (v) Maker dies and all amounts due hereunder
have not been paid within ninety (90) days after such death, then in any such
event, Holder may without demand or any other act of


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Holder, take any or all of the following actions: (x) declare the entire
principal of this Note to be due and payable; (y) proceed to enforce or cause to
be enforced any remedies provided under this Note or the Pledge Agreement;
and/or (z) exercise any other remedies available at law or in equity, either by
suit in equity or by action at law, or both, whether for specific performance of
any covenant or other agreement contained in this Note, the Pledge Agreement or
in aid of the exercise of any power granted in this Note or the Pledge
Agreement.

Presentment and other demand for payment (other than any written demand
expressly provided in this Note), notice of dishonor and protest are hereby
waived by the Maker. The Maker agrees to reimburse the Holder for all reasonable
fees and expenses (including reasonable attorneys fees and court costs) incurred
in connection with the collection of the indebtedness represented by this Note.

Interest on any late payment of the unpaid principal under this Note which is
past due shall be payable at a rate of twelve and two-tenths percent (12.2%) per
annum. For purposes of this Note a "Business Day" shall mean any day, other than
Saturdays, Sundays or other days on which commercial banks are authorized or
required by law to be closed in Stamford, Connecticut. If any payment of the
principal or other amount due hereunder becomes due on a day other than a
Business Day such payment shall be made on the next succeeding Business Day. All
payments hereunder shall be payable in free and immediately available funds in
United States Dollars.

All agreements between the Maker and the Holder are hereby expressly limited so
that in no event will the rate of interest charged or agreed to be charged to
the Maker for the use, forbearance, loaning or detention of such indebtedness
exceed the maximum permissible interest rate under applicable law (the "Maximum
Rate"). If for any reason, the interest rate applied exceeds the Maximum Rate,
then the interest rate will automatically be reduced to the Maximum Rate. If the
Holder receives interest at a rate exceeding the Maximum Rate, the amount of
interest received in excess of the maximum amount receivable will be applied to
the reduction of the principal balance of the outstanding obligation for which
the amount was paid and not to the payment of interest thereunder.

The principal balance hereunder may be prepaid without premium or penalty.

No delay on the part of the Holder in exercising any right hereunder will
operate as a waiver thereof, nor will any single or partial exercise of any
right hereunder preclude any other or further exercise thereof or the exercise
of any other right, nor will the Holder hereof be liable for exercising or
failing to exercise any such right. The rights and remedies herein expressly
specified are cumulative and not exclusive of any rights or remedies which the
Holder hereof may or would otherwise have. This Note may not be assigned by the
Maker.

This Note shall be with recourse and governed by, and construed in accordance
with, the laws of the State of Connecticut without regard to the principles of
conflict of laws. The Maker irrevocably submits to the non-exclusive
jurisdiction of any state or federal court located in Hartford, Connecticut in
any action arising in connection with this Note.

IN WITNESS WHEREOF, the Maker has executed this Note effective as of July 24,
2002.


s/ Joel San Antonio
-------------------
Joel San Antonio


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